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F&N

I suspect too. To meet 88% free float before FCL listing.

Markie ( Date: 10-Dec-2013 10:24) Posted:

Probable sell by TCC?

Wow........ married deal 36 mil+

Scoop of the Day: F&N has raised its buyout offer to remaining bondholders as it seeks certain concessions ahead of a business restructuring involving a spinoff of its property division. For the $108.25 million of 5.5 per cent notes due 2016, it raised its offer to redeem the bonds at par plus 6.5 per cent and accrued interest, from its earlier offer of par plus 2.75 per cent and accrued interest. For the $200 million of 6 per cent notes due 2019, it raised its early redemption offer to par plus 9 per cent and accrued interest, from par plus 3 per cent and accrued interest. Noteholders who accept the proposals before the business close of Dec 16 will receive an additional early-bird fee of 50 basis points, and a bondholders' meeting to vote on the proposals will take place on Dec 23. The sweetened offer is likely to get the buy-in of remaining bondholders, in our view, enabling the company to avoid a strategic default and clearing the coast for the listing of its property division, Fraser Centerpoint Limited (FCL). The demerger will be carried out by way of a 2-for-1 free distribution of FCL to its shareholders. We see F&N as a restructuring play with prospects of narrowing its NAV discount with the spinoff of its property division, with additional drivers from synergies derived with ThaiBev and TCC Assets on the F&B and property fronts, respectively. Our SOTP valuation of $6.70/share, based on a valuation of SGD3.83 for FCL (pegged to 25% discount to RNAV) and SGD2.86 for the beverage and nonproperty business, offers 17% upside from current levels. (Goh Han Peng)

I predict MetalTrader is all talk and no play

I predict MetalTrader just know how to predict

I predict MetalTrader will stop predicting

I predict and I predict........and then I predict

MetalTrader ( Date: 07-Dec-2013 15:28) Posted:

As forecasted 1 month ago, this prediction regarding bondholder issue had come true.
In 29 Nov meeting with bondholders, the fact had come true in which bond issue resolved.
F& N paid the 2 bondholder series who disagree by Full Amount and Interests.

The debate with teeth had proven, in which my forecast had been actualized.

MetalTrader ( Date: 17-Nov-2013 19:52) Posted:

BondHolder can delay the listing of 2 FCL, but cannot impact the outcome.
Ultimately, if bondholders disagree. BondHolder can sue, but F& N can buy back bonds at par value.
In the end, it won't do BondHolder good, as interest is missed out.

Currently, the stock of F& N is precious as only 9.7% is owned by public.
This determines only small % of people will benefit from this spinoff, however it is not impossible for those who have position in F& N.

星狮提高两个债券系列赎回条件

2013年 12月 07日

星狮集团（ F& N）终于提高了两个债券系列的赎回条件。

这家多元业务集团将在本月 23日（星期一），重新召开会议，以表决在上个月中被债券持有人否决掉的两个债券系列。

星狮集团现在建议，原本在 2016年到期、票息率为 5.5％的第 9系列票据，将以相等于债券面值的 106.5％来赎回。至于原本在 2019年到期、票息率为 6％的第 10系列票据，将以相等于债券面值的 109％来赎回。

星狮集团昨天在文告中说，第 9系列票据会议将在当日早上 10时召开，第 10系列票据则在 11时召开。如果债券持有人在本月 16日之前接受有关赎回条件，还能获得额外 0.5％的提早接受付款。

这起最近闹得沸沸扬扬的事件，涉及星狮总值 8亿零 825万元未到期债券。星狮计划将星狮地产（ Frasers Centrepoint）分拆上市，为避免因此造成技术性违约，所以要求债券持有人支持它修改债券条款。

星狮集团的六个系列债券，已经通过了四个，其余两个，即第 9和 10系列却遭到债券持有人在上月中否决。这主要是因为一些债券持有人指出，该批债券的市价可达 109％，但赎回条件却只是相等于债券面值的 103％。

As forecasted 1 month ago, this prediction regarding bondholder issue had come true.
In 29 Nov meeting with bondholders, the fact had come true in which bond issue resolved.
F& N paid the 2 bondholder series who disagree by Full Amount and Interests.

The debate with teeth had proven, in which my forecast had been actualized.

MetalTrader ( Date: 17-Nov-2013 19:52) Posted:

BondHolder can delay the listing of 2 FCL, but cannot impact the outcome.
Ultimately, if bondholders disagree. BondHolder can sue, but F& N can buy back bonds at par value.
In the end, it won't do BondHolder good, as interest is missed out.

Currently, the stock of F& N is precious as only 9.7% is owned by public.
This determines only small % of people will benefit from this spinoff, however it is not impossible for those who have position in F& N.

As forecasted nearly 1 month ago,
1 F& N + 2 FCL 's value is certainly to be more than $6.

In which, the dispute today is somewhere near the trendline i forecasted.

MetalTrader ( Date: 17-Nov-2013 20:04) Posted:

My prediction is that those who buy F& N, will gain sustain benefits once the spinoff of 2FCL begins.
1 F& N + 2 FCL 's value is certainly to be more than $6.

Hahaha! I thought I am the only one checking SGX for the figures. Didn't know how to put across my analysis. Luckily got brother Toiletsiao. I analysed Mr Charoen's takeover. After initial 0.12, div, 3.28 cap reduction, 0.035 div , and future0.12 div, his nett cost is $5.99.
No hard work, no gains.

WanSiTong ( Date: 07-Dec-2013 13:17) Posted:

Spend one whole morning just for 1 counter........ Pei Tang.........lol

WanSiTong ( Date: 07-Dec-2013 12:51) Posted:

I just want to figure out what can an existing F& N shareholder get after the listing of FCL.

Ok........ now I realize that I read the wrong file (3rd File in Listing)........

Tks for the clarification.

Spend one whole morning just for 1 counter........ Pei Tang.........lol

WanSiTong ( Date: 07-Dec-2013 12:51) Posted:

I just want to figure out what can an existing F& N shareholder get after the listing of FCL.

Ok........ now I realize that I read the wrong file (3rd File in Listing)........

Tks for the clarification.

FNN's total share float is about 1448mil now...for every 1 FNN share we will be entitled to 2 FCL shares hence FCL's total share float upon listing is 1448 mil x 2

Pls read FNN's latest financial statement the exact number of float that FNN has is 1,441,523,536 shares... currently FNN holds about 753mil FCL shares now...in order to distribute to FNN shareholders the ratio of 2 FCL for every 1 FNN ... FNN will capitalise FCL and FCL will issue about 2.1 billion more shares on top of the 753mil FCL shares that FNN currently holds now bringing the total FCL float to appoximately 2.9 billion...

http://www.fraserandneave.com/contentview.aspx?article_id=4028 --> pls load the correct document...according to FNN's Q4 results (2nd file in listing) they have about 1441mil shares.. the 753 mil is FCL's Q4(3rd File in Listing)... why do u keep insisting that 753mil is FNN's float?

the 50 mil that FCL is proposing to distribute post listing should be calculated as 50mil/(new float) of FCL

but based on your calculation $ 50m / 753(old float) = 6.637c --> the demominator u used is inaccurate... in reality it should be about 1.7cents per FCL share but based on your calculation its 6.637 cents

To correct the below posting:

I would like to say that my earlier computation is based on the No. of F& N shares and assume that F& N will not hold any of the FCL shares after the distribution..... which is tally with the fig. stated in the FCL circular Immediately prior to the Corporate Restructuring .

WanSiTong ( Date: 07-Dec-2013 09:48) Posted:

I would like to say that my earlier computation is based on the No. of shares held by F& N and assume that F& N will not hold any of the FCL shares after the distribution..... which is tally with the fig. stated in the FCL circular Immediately prior to the Corporate Restructuring .

Sorry Bro....... This is my problem... I want to get thing right.....Based on the F& N FY financial report , total number of issued ordinary shares as at 30 September 2013 is 753,291,782 . Where/how did you get the fig. of 1448 m har?

toiletsiao ( Date: 07-Dec-2013 01:03) Posted:

your calculation is not accurate ...

post listing FCL will have about 2.9 billion shares

50/2900 = $0.0172 =1.72 cents dividend ..

the 753 million shares was the original float of FCL when it was taken private by FNN 10+yrs ago .... every 1 FNN entitles u to 2 FCL.. Total float of FNN is about 1448mil... FCL listing float is 1448 x 2 = 2896 mil shares

753,291,782 is also the F& N float

WanSiTong ( Date: 07-Dec-2013 09:56) Posted:

753M shares is the current FCL float before the capital restructuring......

nea03177 ( Date: 07-Dec-2013 09:27) Posted:

Brother-You got the figures right. The restructuring is to maximise returns to shareholders. Before acquisition by TCC Assets & TBev, our Independent advisors says FNN is worth around $11.00 plus. Threw away all those brochures. Didn't want to sell to them @9.55 until ex Chairman and ex Directors @ AGM threw in the towel. So sad then

753M shares is the current FCL float before the capital restructuring......

nea03177 ( Date: 07-Dec-2013 09:27) Posted:

Brother-You got the figures right. The restructuring is to maximise returns to shareholders. Before acquisition by TCC Assets & TBev, our Independent advisors says FNN is worth around $11.00 plus. Threw away all those brochures. Didn't want to sell to them @9.55 until ex Chairman and ex Directors @ AGM threw in the towel. So sad then!

toiletsiao ( Date: 07-Dec-2013 09:09) Posted:

753 mil shares was the old FCL float 10 over yrs ago when fnn privatised it.. apparently they kept those shares in their books,,, loook at FCL introductory document appendix F11 Under Corporate Restructuring Para 3 " The capitalisation will comprise the issuance of up to 2,139,140,708 new shares FCL shares to F& N for a total subscription amount of 1,000,000,000" ...

Look at Page 60 of the same document Under " Current Shareholders" -> " Following the additional capitalisation, our issued and paid-up ordinary share capital will be 1,753,976,920.36 comprising a maximum of 2,892,432,490 shares

The reason why they did it this is to recapitalise FCL and also at the same time make it possible to distribute 2 FCL for every 1 FNN... else based on 753 milion FCL shares....how is it possible to distribute 2 for 1?? it is onli about 1 FCL for every 2 FNN instead (753/1448)

I would like to say that my earlier computation is based on the No. of shares held by F& N and assume that F& N will not hold any of the FCL shares after the distribution..... which is tally with the fig. stated in the FCL circular Immediately prior to the Corporate Restructuring .

Cannot .....have to check.......everyone have to DYODD

nea03177 ( Date: 07-Dec-2013 09:38) Posted:

Really Wan Si Tong- But post earlier then we no need to check. Now the picture is clear. A very good morning!

WanSiTong ( Date: 07-Dec-2013 09:31) Posted:

In summary:

* Immediately prior to the Corporate Restructuring (as described

below), the issued ordinary share capital of FCL was $753,976,920.36 comprising

753,291,782 issued FCL Shares

*Pursuant to the Corporate Restructuring, FCL will have a total issued share capital

of $1,754 million comprising a minimum of 2,883,038,872 FCL Shares and a maximum

of 2,892,432,490 FCL Shares

50/2,892,432,490 =0.0173

each F& N SH entitle to 2FCL .....He will get 2x1.73c =3.46c dividend

Below is the extraction from Circular issued to F& N SH dd 28.10.13

4. DETAILS OF THE FCL DISTRIBUTION

4.1 Key Steps. The FCL Distribution involves the distribution by the Company of all the FCL Shares

held by the Company, comprising 100 per cent. of the issued FCL Shares, to Shareholders in the

proportion of two FCL Shares for each Share held by Shareholders or on their behalf as at the

Books Closure Date. The FCL Distribution will be effected by way of a dividend in specie and the

Company will implement the following in conjunction with the FCL Distribution.

4.1.1 Corporate Restructuring. Immediately prior to the Corporate Restructuring (as described

below), the issued ordinary share capital of FCL was $753,976,920.36 comprising

753,291,782 issued FCL Shares and the issued preference share capital of FCL was

$330,000,000 comprising 330,000 redeemable preference shares, all of which were held

by the Company. The Company has subscribed for 330,000,000 new FCL Shares (the

?Initial Capitalisation?) for a total subscription amount of $330 million using internal cash

resources. FCL has redeemed all the redeemable preference shares currently held by

the Company in FCL for an aggregate amount of $330 million (the ?Preference Shares

Redemption?). In addition, the Company will undertake the following:

(i) immediately prior to the Proposed Listing, the Company will subscribe for new FCL

Shares (the ?Additional Capitalisation?, and together with the Initial Capitalisation,

the ?FCL Capitalisation?) for a total subscription amount of $0.67 billion. The total

number of new FCL Shares to be issued under the Additional Capitalisation will be

such that the total number of FCL Shares held by the Company after the Additional

Capitalisation will be equivalent to the total number of FCL Shares to be distributed

pursuant to the FCL Distribution. The exact number of new FCL Shares to be issued

pursuant to the Additional Capitalisation will depend on the total number of Shares

held by Shareholders as at the Books Closure Date and

(ii) F& NT has extended loans to the FCL Group (the ?Loans?) from time to time

for various purposes. As at the Latest Practicable Date, the aggregate amount

outstanding on the Loans was $2.037 billion. This amount is expected to increase

and to reach approximately $2.307 billion by the end of November 2013. Immediately

prior to the Proposed Listing, $0.67 billion of the Loans will be repaid with equity

injected by the Company pursuant to the Additional Capitalisation while the

remaining loans of approximately $1.637 billion will be transferred (for consideration)

by F& NT (as lender) to FCLT, which consideration will be funded by drawing down on

bank loans,

(together with the Initial Capitalisation and the Preference Shares Redemption, the

?Corporate Restructuring?).

As at the Latest Practicable Date, the Company has 1,441,519,436 Shares in issue

(excluding 4,100 treasury shares). In addition, up to 4,696,809 new Shares (?2013 Award

Shares?) could be issued on or prior to 31 December 2013, pursuant to outstanding

awards of Shares granted pursuant to the F& N Share Plans (?Share Awards?). The 2013

Award Shares are the maximum number of Shares that may be issued by 31 December

2013 pursuant to outstanding Share Awards. However, the 2013 Award Shares may or

may not be issued by the Books Closure Date. If the 2013 Award Shares are issued by the

Books Closure Date, the holders of the 2013 Award Shares will be entitled to FCL Shares

pursuant to the FCL Distribution as well, on the basis of two FCL Shares for each Share,

thereby necessitating more FCL Shares to be issued. Consequently, the number of Shares

may increase depending on the number of the 2013 Award Shares which are issued by the

Books Closure Date.

Assuming that there is no change to the number of issued Shares as at the Books Closure

Date, the number of FCL Shares to be issued pursuant to the FCL Capitalisation is

2,129,747,090 FCL Shares. Assuming that all the 2013 Award Shares are issued on or

prior to the Books Closure Date, the number of FCL Shares to be issued pursuant to the

FCL Capitalisation is 2,139,140,708 FCL Shares.

Pursuant to the Corporate Restructuring, FCL will have a total issued share capital

of $1,754 million comprising a minimum of 2,883,038,872 FCL Shares and a maximum

of 2,892,432,490 FCL Shares, which will be held in its entirety by the Company prior to

effecting the FCL Distribution.

No wrong & no right......... lol.... What I meant is becos F& N SH will get 2FCL, if he still hold the FCL shares after the listing, eventually he will get the FCL dividend (After FCL listing he is the SH of both F& N and FCL lah.........)

nea03177 ( Date: 07-Dec-2013 09:21) Posted:

Sorry, should be Pg 59 followed by Pg 60. Once listed, FNN will no longer hold FCL. Reading from announcement, Dividend is meant for FCL shareholders. They must also hold AGM to approve payment. FNN shareholders w not get the dividend. Two separate entities. Buy FCL after listing if anybody wants the dividend. Am I right? Your advice, pl.

nea03177 ( Date: 07-Dec-2013 09:11) Posted:

Pg61-as at date of this doc 28 Oct2013,our paid-up share capital is $1,083,976,920.36, comprising 1,083,291,782 shares. Following the additional capitalisation immediately prior to the Listing,....maximum of 2,892,432,490. See corporate restructuring